USA Trouser, S.A. de C.V. v. International Legwear Group, Inc. et al

Filing 185

ORDER AND JUDGMENT granting Deft Scott Andrews' 178 MOTION to Enforce the Memorandum of Understanding that Parties Filed with the Court, and Pltf USA Trouser, S.A. de C.V. shall have and recover of Deft Scott Andrews a judgment in the amount of $150,000.00. Except as addressed in this order or in other judgments heretofore entered regarding other Defts in this action, all of Pltf's claims are DISMISSED WITH PREJUDICE, and each party shall bear its own costs. (See Order for further details.) Signed by District Judge Martin Reidinger on 1/11/16. (ejb)

THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF NORTH CAROLINA
ASHEVILLE DIVISION
CIVIL CASE NO. 1:11-cv-00244-MR-DLH

USA TROUSER, S.A. de C.V.,

)
)
Plaintiff,
)
)
vs.
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)
)
SCOTT ANDREWS,
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Defendant.
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_______________________________ )

ORDER AND
JUDGMENT

THIS MATTER is before the Court on the Defendant’s Motion to
Enforce the Memorandum of Understanding That the Parties Filed with the
Court. [Doc. 178].
This matter was set for trial during the November 2, 2015 trial term.
On October 30, 2015, the Friday before the trial term was to begin, the
parties represented to the Court that the case had been settled. At the
Court’s instruction, the parties filed with the Court a document entitled
“Memorandum of Understanding” (“MOU”), memorializing their settlement
agreement. [See Doc. 168].
Thereafter, the parties encountered difficulties in effectuating their
agreement, resulting in a status conference with the Court on December 22,

2015. Following that status conference, the Defendant filed the present
motion seeking to enforce the parties’ settlement agreement. [Doc. 178].
The Court held a hearing on that motion on January 8, 2016.
The Court has the inherent authority to enforce a settlement agreement
arising from a lawsuit pending before the Court, and the exercise of this
authority “has the ‘practical effect’ of entering a judgment by consent.”
Hensley v. Alcon Labs., Inc., 277 F.3d 535, 540 (4th Cir. 2002); Ozyagcilar v.
Davis, 701 F.2d 306, 308 (4th Cir. 1983); Millner v. Norfolk & W.R. Co., 643
F.2d 1005, 1009 (4th Cir. 1981). In order to enforce a settlement agreement,
the Court must: (1) determine that the parties have reached a complete
agreement and (2) identify the agreement’s terms and conditions. Topiwala
v. Wessell, 509 F. App’x 184, 187 (4th Cir. 2013) (per curiam); Hensley, 277
F.3d at 540-41.
Here, the MOU contains language which would ordinarily indicate only
an “agreement to agree,” without any intent to be bound. [See Doc. 168 at
1 (“WHEREAS, the Parties have reached an agreement in principle for a
settlement of the Litigation subject to later mutual agreement to a final more
definitive, binding written settlement agreement being drafted by the Parties
. . . .”)].

The parties, through their respective counsel, however, both

strenuously argue to the Court that this language was merely precatory in
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nature, and that the parties indeed intended to be bound by the terms of the
MOU.
The Court finds that the MOU contains the terms essential to a
settlement agreement and is sufficiently complete and definite as to
constitute a full and final agreement resolving this litigation. Particularly, the
MOU provides: (1) that Defendant Andrews and James Williams (a
defendant in other litigation brought by the Plaintiff and pending in state
court) will pay the Plaintiff the sum of $150,000.00; (2) that the settlement
will result in the termination of this litigation, as well as the pending state
court case insofar as it pertains to Williams; and (3) that the parties will
execute mutual cross releases extending to directors and officers of the
International Legwear Group (ILG) and USA Trouser as beneficiaries. The
parties affirmatively assert and represent to the Court that no other terms,
conditions, issues or considerations were or are material to this settlement
agreement. Thus, the contents of the MOU would lead a reasonable person
to believe that this case (as well as the state court case as to Williams) was
settled pursuant to the terms therein. See Topiwala, 509 F. App’x at 186.
Accordingly, the Court concludes as a matter of law that the MOU
constitutes an enforceable settlement agreement between the parties to this

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action. Accordingly, the Court by its inherent powers can enter an Order and
Judgment to enforce that agreement.
IT IS, THEREFORE, ORDERED, ADJUDGED, AND DECREED as
follows:
(1)

The Defendant’s Motion to Enforce the Memorandum of
Understanding That the Parties Filed with the Court [Doc. 178] is
GRANTED, and the Plaintiff USA Trouser, S.A. de C.V. shall
have and recover of the Defendant Scott Andrews a judgment in
the amount of $150,000.00. Defendant Andrews is jointly and
severally liable for such amount with James Williams, but as
Williams is not a party to this action, the Court cannot exercise in
personam jurisdiction over Williams; therefore, no judgment is
entered herein with respect to Williams. However, any payment
by or behalf of Williams to the Plaintiff on said joint debt shall
discharge the Defendant Andrews of this judgment, pro tanto.

(2)

Upon the payment of the judgment amount, Defendant Andrews
and Williams and all officers and directors of International
Legwear Group are released and discharged of liability to the
Plaintiff for any action or claim heretofore arising, and the Plaintiff
and its officers and directors are released and discharged of
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liability to Defendant Andrews and Williams for any action or
claim heretofore arising.1
(3)

Except as addressed herein or in other judgments heretofore
entered regarding other Defendants in this action, all of the
Plaintiff’s claims are hereby DISMISSED WITH PREJUDICE.

(4)

Each party shall bear its own costs.

IT IS SO ORDERED.
Signed: January 11, 2016

1

The parties apparently disagree as to the scope of the language in Paragraph 5 of the
MOU, which provides for “mutual cross releases that will extend to directors and officers
of International Legwear Group and USA Trouser as beneficiaries.” [Doc. 168 at 2]. The
Defendant takes the position that this language encompasses former officers and
directors, while the Plaintiff apparently takes the position that this language applies only
to present officers and directors of ILG. The Court need not resolve the parties’
disagreement regarding the scope of this language in order to enforce the terms of the
parties’ settlement agreement. The parties agree that a resolution of the scope of that
term is not material to their agreement and there is no question before the Court as to the
interpretation of that language. The Court does note, however, that because ILG was
dissolved on or about May 16, 2012, there are no present officers and directors of ILG.
Thus, the Plaintiff’s interpretation -- that the release only extends to present officers and
directors of ILG -- would render that clause of Paragraph 5 of the MOU meaningless. It
is a basic principle of contract interpretation that courts must “avoid constructions that
render language meaningless, superfluous, or contradictory.” Rota-McLarty v. Santander
Consumer USA, Inc., 700 F.3d 690, 701 (4th Cir. 2012). If the Plaintiff wishes to argue in
some future action that the release in Paragraph 5 is limited only to those officers and
directors of ILG as of October 30, 2015, it certainly can do so; however, counsel is
admonished to be mindful of his obligations under Rule 11.
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